Historical Background:As the 5th Division reached Linyi Generalissimo Chiang ordered the 59th Corps from Teng Hsien to Linyi. On March 12, the corps reached the northern outskirts of Linyi. It launched a counterattack in conjunction with the remains of 3rd Army. After a bloody battle which lasted 5 days, it broke the back of a brigade of the Japanese 5th Division, killing more than half of the men in that brigade. In the night of March 17, Japanese remnants retreated from Linyi. Chinese forces followed up with a pursuit which led to still greater achievements. On March 23 the Japanese launched their own counterattack after the arrival of reinforcements. The Chinese managed to retreat in relative order to Linyi and hold their positions.

Conditions of Victory:6 medals- The six town hexes of Linyi makes up a Temporary Majority Victory location worth 1 medal to whoever control it.

Special Rules:- The Japanese troops marked with Battle Star tokens are reinforcements. They may not be activated before one of the Japanese infantry units are adjacent to them. From that point on all units are active and loose the Battle Star Token. As long as the units have their Battle Stat tokens they may not be targeted by the Chinese player. - The Depleted Chinese Armor Units (Troops 22) are light tanks and tankettes, mostly German Panzer 1s and Vickers Mark E. If all three are destroyed they give 1 medal to the Japanese Player.- Elements of the 13th Cavalry Brigade are also present represented by the two units marked with the Cavalry Badges (Troops 8)- The Canal is fordable (Terrain 41)- The hexes around Linyi are Gullies (Terrain 44) and Trenches (Terrain 51)- If the Air Power Card is played the effects are reversed (i.e. the Japanese (axis) player rolls 2 dice, the Chinese (allied player) rolls 1 die per hex. - Air Rules are optional, if used give both Air Sortie cards to the Japanese player. The Chinese use the Spitfire for this battle.